Statement of Changes in Beneficial Ownership (4)
October 16 2020 - 6:44PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Sharp Evan |
2. Issuer Name and Ticker or Trading Symbol
PINTEREST, INC.
[
PINS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Co-Founder & Chief Design & Cr |
(Last)
(First)
(Middle)
C/O PINTEREST, INC., 505 BRANNAN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/14/2020 |
(Street)
SAN FRANCISCO, CA 94107
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock (1) | 10/14/2020 | | C(2) | | 34599 | A | $0 | 34599 | D | |
Class A Common Stock | 10/14/2020 | | S(3) | | 34599 | D | $44.3536 (4) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B common stock | (1) | 10/14/2020 | | C (2) | | | 34599 | (1) | (1) | Class A Common Stock | 34599.0 | $0 | 2907376 (5) | D | |
Explanation of Responses: |
(1) | Each share of Class B common stock, par value $0.00001 (Class B Common Stock) is convertible at any time at the option of the holder into one share of the Company's Class A common stock, par value $0.00001 (Class A Common Stock). Additionally, each share of Class B Common Stock will, subject to certain exceptions, convert automatically into one share of Class A Common Stock upon any transfer. |
(2) | Represents the conversion of 34,599 shares of Class B Common Stock into 34,599 shares of Class A Common Stock pursuant to a conversion election made by the Reporting Person to convert shares in connection with sales to be effected pursuant to a Rule 10b5-1 trading plan. |
(3) | The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. |
(4) | The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $44.2100 to $44.5900 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(5) | These securities consist of 1,157,375 shares of Class B Common Stock and 1,750,001 previously reported Restricted Stock Units (RSUs). Each RSU represents the Reporting Person's right to receive one share of common stock, subject to vesting. |
Remarks: The Power of Attorney for Mr. Evan Sharp is filed as an exhibit to the Form 3 filed by Mr. Sharp with the Securities and Exchange Commission on April 17, 2019, which is hereby incorporated by reference. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sharp Evan C/O PINTEREST, INC. 505 BRANNAN STREET SAN FRANCISCO, CA 94107 | X |
| Co-Founder & Chief Design & Cr |
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Signatures
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Monifa Clayton, Attorney-in-Fact | | 10/16/2020 |
**Signature of Reporting Person | Date |
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